The Board of Directors is committed to maintaining a high standard of corporate governance. Further details can be found in this section.
The Board is responsible to the shareholders for the proper management of the Group and meets regularly to set the overall direction and strategy of the Group, to review scientific, operational and financial performance, and to advise on management appointments. All key operational and investment decisions are subject to Board approval. The Company Secretary is responsible for ensuring that the Board procedures are followed and applicable rules and regulations are complied with.
All of our directors are subject to election by our shareholders at the first annual general meeting after their appointment to the board and to
re-election by our shareholders at least once every three years thereafter.
Committees of the Board
The Company has three board committees and details are as follows:
The members of the Audit Committee are Mr David Wurzer, Ms Valerie Andrews and Mr Leopoldo Zambeletti. Mr Wurzer is the chair of the Audit Committee. The Audit Committee is responsible for the oversight of the accounting and financial reporting processes of the Company, including its internal control principles and the audits and interim reviews of the financial statements of the Company. The Audit Committee meets at least three times a year.
The members of the Remuneration Committee are Ms Valerie Andrews, Professor Stephen Davies and Dr Frank Armstrong. Ms Valerie Andrews is the chair of the Remuneration Committee. The Remuneration Committee oversees the evaluation of the executive management and reviews the compensation of the directors and executive officers. It also oversees and administers from time to time the employee share option scheme.
Nominations and Corporate Governance Committee
The members of the Nominating and Corporate Governance Committee are Dr Frank Armstrong, Dr Barry Price, Professor Stephen Davies, Mr Leopoldo Zambeletti, Ms Valerie Andrews and Mr David Wurzer. Dr Armstrong is the chair of the committee. Its responsibilities include recommending the persons to be nominated to the board for election as directors, recommending the directors to be appointed to each committee of the Board, developing corporate governance guidelines and overseeing evaluation of the board.
Governance Documents & Committee Charters
Code of Business Conduct and Ethics (pdf 143 KB )
Audit Committee Charter (pdf 137 KB)
Nominating and Corporate Governance Charter (pdf 136 KB)
Remuneration Committee Charter (pdf 199 KB)